Amending the Investment Certificate regarding the change of legal representative of FDI company.

Question: We are FDI company and established in 2010, we would like to amend the Investment Certificate regarding the change of legal representative, please advise the legal procedure?

Answer: We refer with thanks to your email from which we were requested to advise on possibilities of amending the Investment Certificate regarding the change of legal representative of FDI Company Limited (hereinafter referred to as “Client”), under the Law of Vietnam.

Therefore, we are grateful to set our Legal opinion for your review and consideration as follows:

1.Legal procedure:

Under the new Vietnam Law on Investment and Enterprise which become effective from 1st July 2015, a foreign invested company shall have two licenses:

– Certificate of Investment Registration which reflects information of the Investment Project;

– Certificate of Enterprise Registration which reflects information of the Enterprise

Since your company was setup before the effective date of new Vietnam Law on Investment and Enterprise, you were granted only one license – Investment Certificate cum Certificate of Enterprise Registration.

Then, upon request for amendment of Investment Certificate in order to reflect change of information regarding to the Foreign Party, your company shall be required to split the current Investment Certificate into

Certificate of Investment Registration and

Certificate of Enterprise Registration.

Accordingly, your company shall be granted the Enterprise Code and new seal sample.

The current Investment Certificate, Certificate of Tax Code Registration and Certificate of Seal Sample Registration and Seal Sample shall be returned to the competent authority.

2.Licensing Process

The roadmap for above said scope of work can be described in following steps as follows:

-Preparing the application dossier: We shall collect necessary information and documents from you. Upon receipt of necessary information and documents from you, we shall translate documents from English into Vietnamese and prepare the application dossier under the standard forms. The initial drafted application dossier shall be sent to you for your comments. Then, after updating the application dossier based on your comments, we shall obtain the preliminary comments from the competent authority and send the finalized application dossiers for you to sign and seal. We anticipate that this phase shall be completed within 03 working days.

-Licensing Procedure: 02 working days from (i) obtaining signed application dossier, we shall submit the application dossier for starting the licensing procedure. It shall take about 15 working days from submission of application dossier to the competent authority for the provincial licensing authority to grant (i) Certificate of Investment Registration and (ii) Certificate of Enterprise Registration.

-Post licensing: Within 10 working days we shall complete the post licensing procedures such as announcing on change of investment registration and enterprise registration and obtaining new seal sample.